The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Initial Term, e.g., one (1) year] unless earlier terminated in accordance with the provisions of this Agreement.

Either Party may terminate this Agreement without cause by providing at least [Number of Days, e.g., thirty (30) days] prior written notice to the other Party.

This Agreement may be terminated by either Party for material breach, provided that such breach is not remedied within [Cure Period, e.g., fifteen (15) days] following receipt of written notice describing the breach in reasonable detail.

Upon termination, each Party shall promptly return or destroy any Confidential Information of the other Party in accordance with Section 6 of this Agreement.

Termination of this Agreement shall not relieve either Party of any obligation accruing prior to the effective date of termination, including payment for services rendered.

The provisions of this Agreement that by their nature should survive termination shall so survive, including but not limited to those pertaining to confidentiality, indemnification, and intellectual property rights.

In the event of termination, Agency shall provide a final accounting of all fees and expenses due through the effective date of termination, and Client shall pay all undisputed amounts within [Number of Days, e.g., thirty (30) days] of receipt of such accounting.

Agency shall provide advertising, marketing, creative, media planning, media buying, digital, promotional, strategic consulting, and such other services as detailed in the project description or statement of work mutually agreed upon by the Parties, which shall include, at a minimum, a description of deliverables, timelines, and specifications.

The scope of services shall be further defined and may be amended from time to time by mutual written agreement of the Parties, which shall specify the nature, extent, and schedule of services to be rendered.

Agency shall, upon request, provide progress reports and updates to Client regarding the status of all ongoing services and deliverables.

All services performed by Agency shall be in accordance with the professional standards prevailing in the advertising industry and any additional requirements as may be specified by Client.

Agency shall provide personnel, equipment, and other resources as are necessary to perform the services in a timely and efficient manner.

Any requests by Client for additional services outside the scope of this Agreement or outside the agreed project description/statement of work shall be subject to additional fees and must be documented and approved in writing by both Parties before such work is commenced.

Client shall provide Agency with timely access to all information, materials, and personnel reasonably required by Agency to perform the services hereunder.

In consideration of the services to be rendered by Agency, Client shall pay Agency the fees and any reimbursable expenses as set forth in [Fee Description Placeholder], which shall specify payment amounts, milestones, and due dates.

Invoices shall be submitted by Agency to Client in accordance with the payment schedule set forth in [Payment Schedule Placeholder], and shall be payable within [Number of Days, e.g., thirty (30) days] of receipt by Client, unless otherwise agreed in writing.

All payments shall be made in [Currency Placeholder] to the account designated by Agency, free of any deductions or withholdings except as required by law.

Late payments shall bear interest at the rate of [Interest Rate Placeholder] per month, or the maximum amount allowed by law, whichever is less, from the date payment was due until paid in full.

Client shall reimburse Agency for pre-approved out-of-pocket expenses incurred in the performance of the services, provided that such expenses are supported by appropriate documentation.

Agency shall maintain accurate and complete records of all fees and expenses for a period of [Retention Period Placeholder] following receipt of payment and shall make such records available to Client for inspection upon reasonable notice.

If Client disputes any amount invoiced, Client must notify Agency in writing within [Dispute Period Placeholder] of receipt of the invoice. The Parties shall use their best efforts to resolve any disputed amount in good faith and in a timely manner.

Agency shall diligently perform the services described herein in accordance with the standards of care and diligence normally practiced by professionals performing similar services under similar circumstances.

Agency shall assign qualified personnel to perform the services and shall not substitute such personnel without the prior written consent of Client, except in the case of illness, incapacity, or termination of employment.

Agency shall comply with all instructions, guidelines, and requirements reasonably issued by Client relating to the execution of the services.

Client shall provide timely feedback, approvals, and all necessary information to facilitate Agency’s performance of its obligations.

Each Party shall cooperate in good faith with the other to achieve the purposes of this Agreement and shall refrain from any act or omission that would hinder or delay the performance of the obligations hereunder.

Client shall be solely responsible for the accuracy, completeness, and propriety of all materials, information, and approvals supplied to Agency.

Agency shall promptly notify Client in writing of any circumstances that may reasonably be expected to affect the performance of the services or the achievement of key milestones.

All intellectual property rights, including but not limited to copyrights, trademarks, service marks, patents, designs, and trade secrets, in any materials or deliverables created by Agency pursuant to this Agreement (“Deliverables”) shall be owned by [Ownership Placeholder: e.g., Client or Agency], subject to the following provisions.

To the extent that any Deliverables incorporate pre-existing materials, methodologies, or intellectual property owned or controlled by Agency or any third party, Agency hereby grants to Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and display such materials solely as incorporated in the Deliverables for the purposes contemplated by this Agreement.

Agency represents and warrants that it has all necessary rights, authorizations, and consents to assign or license the Deliverables and any underlying intellectual property to Client in accordance with this Agreement.

Client shall not reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of any software or technology provided as part of the Deliverables except as expressly permitted herein.

All rights not expressly granted herein are reserved to the Party that owns the respective intellectual property.

Upon full and final payment of all fees and expenses due under this Agreement, Agency shall promptly transfer, assign, or license to Client such rights in the Deliverables as are specified in this Section or as otherwise mutually agreed in writing.